Marcelo Bigal
Pacira BioSciencesAbout Marcelo Bigal
Independent director since October 2023 and Chair of the Science & Technology Committee; age 55. Dr. Bigal is President & CEO of Ventus Therapeutics and holds an M.D. and Ph.D. from the University of São Paulo, with 20+ years in pharma R&D, >330 peer‑reviewed publications, and recognition including the American Academy of Neurology’s Harold G. Wolff Award . He is designated independent under Nasdaq/SEC rules; 8 of 9 directors are independent (CEO excepted) . Board met 12 times in 2024, and each member attended at least 75% of board/committee meetings during their service period .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ventus Therapeutics | President & CEO | 2019–present | Leads clinical-stage pipeline; senior R&D leadership experience applied to Pacira’s R&D oversight . |
| Versant Ventures | Venture Partner | 2019–2023 | Venture investing and governance experience . |
| Purdue Pharma | Chief Medical Officer & SVP | 2018–2019 | CMO leadership in neurology/pain . |
| Teva Pharmaceutical Industries | Head Specialty R&D & CSO; CMO & Head Global Specialty Clinical Dev; prior roles | 2014–2018 | Oversaw development/commercialization of Ajovy and Austedo; led global R&D teams >600 people . |
| Labrys Biologics (acquired by Teva) | Chief Medical Officer | 2013–2014 | Migraine biologics development (CGRP) . |
| Merck | Global Director, Scientific Affairs (Neuro/Psych); Head, Investigator Study Program | 2007–2013 | Scientific engagement, investigator-initiated studies . |
External Roles
| Entity | Role/Capacity | Public company? |
|---|---|---|
| Ventus Therapeutics | President & CEO | Not listed as a current public company board; Bigal holds zero current public company directorships per proxy summary . |
| Santa Ana Bio | Director (since 2023) | Not counted as current public company board in PCRX proxy . |
| Coda Biotherapeutics | Director (2019–2022) | Prior directorship, not current . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; Board currently 8 of 9 independent directors (CEO excepted) . |
| Committees | Chair, Science & Technology; members include Froimson and Kronenfeld; S&T met 3x in 2024 . Committee structure re-affirmed Jan 28, 2025 8‑K . |
| Attendance | Board met 12x in 2024; each member attended ≥75% of board/assigned committees . |
| Board leadership | Independent Chair (Laura Brege) appointed Jan 28, 2025 . |
| Voting standard | Bylaws amended to adopt majority voting standard in uncontested elections (Mar 2025) and director resignation policy . |
| Executive sessions | Non‑employee directors held executive sessions at each regular board meeting in 2024 . |
Fixed Compensation
| Component | Policy/Structure | Bigal 2024 Actual |
|---|---|---|
| Cash retainers | Board/committee retainers paid quarterly; Chair/Member retainers: Audit ($30k/$15k), Comp ($24k/$12k), NGS ($18k/$9k), S&T ($18k/$9k). Board Chair +$50k; Lead Director +$35k . | Fees earned or paid in cash: $65,429 . |
| Annual equity (time‑based) | Effective July 1, 2024, annual stock award target increased to $300,000 split 50% RSUs / 50% stock options; RSUs and options vest 1 year from grant; change‑in‑control: 100% accelerate . | Stock awards (RSUs): $149,996; Option awards: $150,009; Total 2024 director comp: $365,434 . |
| Initial equity grant (new directors) | $450,000 stock options vesting monthly over 3 years . | N/A (appointed in 2023; initial grant reflected in 2023 table) . |
Notes:
- Director equity grants are time-based; no performance metrics disclosed for director awards .
- Non-employee directors reimbursed for reasonable meeting travel/expenses .
Performance Compensation
| Feature | Detail |
|---|---|
| Performance metrics tied to director pay | None disclosed; non‑employee director equity is time-based (RSUs/options) with 1‑year vest (initial options vest over 3 years) . |
| Change of control | 100% of then‑unvested director RSUs and options vest upon change of control or liquidation/dissolution (single trigger) . |
| Clawback policy | Company maintains an Incentive Compensation Recovery Policy (primarily applicable to executive incentive-based compensation) . |
Other Directorships & Interlocks
| Area | Observation |
|---|---|
| Current public company boards | Bigal: 0 (minimizes overboarding/interlock risk) . |
| Related‑party transactions | Proxy discloses related‑party items (e.g., former CEO transition), with no transactions involving Bigal reported for 2024–2025 . |
| Consultant conflicts | Independent compensation consultant retained for executive and director pay; independence assessed annually . |
Expertise & Qualifications
- Top skills cited: Government/Public Policy & Regulatory Affairs; Industry Experience; Research & Development; Scientific/Medical; Senior Leadership .
- Career achievements include leading development/commercialization of fremanezumab (Ajovy) and deutetrabenazine (Austedo); leadership of >600‑person R&D teams; >330 publications; AAN Harold G. Wolff Award .
- These credentials align with his role as Science & Technology Committee Chair overseeing R&D strategy and milestones .
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Total beneficial ownership | 39,528 shares; <1% of outstanding shares . |
| Options (vested) | 12,047 [as of 12/31/2024] . |
| Options (unvested) | 31,139 [as of 12/31/2024] . |
| RSUs (unvested) | 5,230 [as of 12/31/2024] . |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy (no short sales, derivatives, margin/pledging) . |
| Ownership guidelines | Non‑employee directors required to own ≥5x annual cash retainer within 4 years from later of Dec 10, 2024 or appointment; 2024 status: all current directors were compliant or within phase‑in . |
Governance Assessment
-
Strengths
- Independence and role fit: Independent director with deep R&D leadership chairs Science & Technology, matching board skills to oversight needs .
- Attendance/engagement: Board disclosed ≥75% attendance by each member in 2024; regular executive sessions of independent directors .
- Shareholder‑friendly governance: Majority voting standard adopted for uncontested elections in 2025; independent Board Chair appointed .
- Alignment measures: Enhanced director stock ownership guideline to 5x retainer with structured phase‑in; anti‑hedging/pledging restrictions .
- Low interlock/overboarding risk: Zero current public company directorships for Bigal per proxy summary .
-
Watch items / investor signals
- 2025 say‑on‑pay failed (For 14.75M; Against 22.60M), indicating shareholder dissatisfaction with executive compensation; frequency vote favored annual (one‑year) advisory votes . 2024 say‑on‑pay had 90% approval, highlighting a sharp change in sentiment YoY .
- Share pool increase approved (A&R 2011 Stock Incentive Plan +2.5M shares) may raise dilution scrutiny; annual non‑employee director total comp capped at $1,000,000 under plan .
-
Shareholder voting for director
- Bigal re‑elected June 10, 2025: For 33,364,221; Withhold 4,017,587; Broker non‑votes 8,909,022 .
-
Insider trading
- No recent Form 4 insider transactions located for Bigal in 2024–2025 search window (Forms 4 not found) — suggests no notable buying/selling activity disclosed during the period searched.
RED FLAGS
- Failed 2025 say‑on‑pay vote signals heightened shareholder scrutiny of pay practices and board oversight of compensation; continued engagement and responsive changes may be expected by investors .
POSITIVE SIGNALS
- Governance upgrades (majority voting, independent Chair) and strengthened ownership guidelines improve alignment and board accountability .
Appendix: Director Compensation Detail (2024)
| Metric | Amount |
|---|---|
| Cash retainer/fees (Bigal) | $65,429 |
| RSU grant date fair value (Bigal) | $149,996 |
| Option grant date fair value (Bigal) | $150,009 |
| Total compensation (Bigal) | $365,434 |
| Annual director equity policy (effective 7/1/2024) | $300,000 total target award (50% RSUs / 50% options); 1‑year vest for annual grants; initial new director option grant $450,000 with monthly vest over 3 years; 100% acceleration on change of control . |